13D Filing: Huber Capital Management and Teekay Tankers Ltd (TNK)

3.4
Until the Expiration Time, (x) at every meeting of TIL’s shareholders at which any of the following matters
are to be voted on (whether annual or special and at every adjournment or postponement thereof), and on any action or approval
of TIL’s shareholders by written consent with respect to any of the following matters, Huber shall vote (including via proxy)
the Covered TIL Shares, and (y) Huber shall (1) use commercially reasonable efforts to encourage the record holders and other
beneficial owners of all shares of TIL Common Stock owned of record or beneficially by Huber but which do not constitute Covered
TIL Shares to vote (including via proxy) and (2) recommend that such holders and owners vote such other TIL Common Stock at any
such meeting of TIL’s shareholder and on any action or approval of TIL’s shareholders by written consent with respect
to any of the following matters:

(a)
in favor of the approval of the Merger Agreement and the transactions contemplated thereby, including the Merger;

(b)
against (i) any TIL Acquisition Proposal, or any other proposal made in opposition to, in competition with, or inconsistent
with the Merger Agreement, the Merger or the transactions contemplated by the Merger Agreement and (ii) any other action, agreement
or proposal that is expressly intended or that could reasonably be expected to impede, interfere with, delay, postpone or adversely
affect the consummation of the Merger and the other transactions contemplated by the Merger Agreement;

(c)
in favor of any proposal to adjourn or postpone a TIL shareholder meeting to a later date if there are not sufficient
votes for the approval of the Merger Agreement; and

(d)
in favor of the approval of any actions required in, or facilitating the, furtherance of the foregoing clauses (a),
(b) or (c) above.

3.5
Until the Expiration Time, at every meeting of TIL’s shareholders (whether annual or special and at every adjournment
or postponement thereof), Huber shall be represented in person or by proxy at such meeting in order for the Covered TIL Shares
to be counted as present for purposes of establishing a quorum.

3.6
Huber shall execute and deliver, within a reasonable timeframe, any proxy card or voting instructions form it receives
that is sent to the TIL shareholders by or on behalf of TIL soliciting proxies with respect to any matter described in Section
3.4, which shall be voted in the manner described in Section 3.4. Huber shall promptly confirm to TNK (and provided
reasonable evidence of) such execution and delivery of such proxy card or voting instructions.